Bottled Assassin
by LadyRocelyn
Summary: What if HYDRA still experimented with the serum to make more than just soldiers, but assassins and spies? How far will the Avengers go to put a stop to their plans? What will they do when they find an innocent caught in the crossfire with a forever altered destiny? This is a story of how Charlotte Wallace ended up in the hands of the Avengers. Takes place after S.H.I.E.L.D. S1
1. Chapter 1

**A/N: Trying out a new FanFiction! :) Summary is same at up top. Rated M for violence and adult themes. I hope you enjoy! Feel free to offer comments and advice.  
**

"Mom! No! Don't buy that plane ticket," argued Charlotte Wallace, pulling her phone closer to her mouth. She ignored the looks of the students walking down the campus ped-way next to her.

"_Why the hell not? It's your graduation; we're coming out to see you. You haven't come home in two years and you even missed your sister's engagement party last December because you were studying for finals. You promised you'd make it up to her over winter break, and then you didn't come home because of some super important internship. Your sister is dead certain that if we don't see you next month, then you'll fall off the face of the Earth and we'll never see you again,"_ reasoned her mother.

Charlotte just rolled her eyes and waited patiently for her mother to finish her rant. "I can't repeat college, mom. Okay, I can, but did you want to pay for that?"

"_That's not what I meant and you know it. You're smart, Charlie. You could have kept your 4.0 and spent time with your family."_

"They don't just hand out jobs with your diploma, mom. I had to work my ass off for it and it actually paid off. I've got a job. They want me to start right away too, and I've worked it all out. My professors will let me take my finals online or this week during office hours and I'm heading off to their home office in Atlanta. I can't just put these things on hold. You don't get opportunities like that."

"_Yes you do. You're twenty-three years old. There are still plenty of opportunities out there and lots of time to find them."_

"Are you seriously telling me to put this on hold for graduation? I've got a job! I've got a career! You want me to throw it away?"

"_I want you to slow down and not forget about your family and your friends. I want you to enjoy these moments in life and not throw those away…" _her mom paused and sucked in a breath. Charlotte sighed. _"You can't just throw us away."_

"Ok, now you're just fighting dirty. Tell you what. You can come out here and waste your money and come watch my graduation, but I won't be here. Once I get settled in Atlanta, I'll fly out to visit. I promise I'll be there for Katie's wedding."

"_No you won't! I'm tired of your broken promises. You swore you'd never forget about family. You swore to _yourself_ that you'd never turn out to be like him, yet here you are giving up your family at the expense of some deluded dream! You've focused yourself on one single aspect and you've forgotten _why_ you wanted to be successful!"_

"I haven't forgotten!" cried Charlotte, now off the ped-way and pacing through the woods. "You're right. I'm young. I have so much time ahead of me. I still have time to build a family _after _I establish myself financially. I haven't forgotten! How could you blame me for following this opportunity?!"

"_Charlie, you're being completely selfish! What about your sister?"_

"I will be there for her wedding! I promise!"

"_She wanted you to be her maid of honor, you know. She was going to ask you at the party. Now she can't even trust that you're going to be there; she can't even ask you to be a bridesmaid."_

Charlotte took a deep breath and sighed. She loved her mother, and she struggled very hard to not burn any bridges. Her mother wasn't pulling any punches though. She wasn't sure she could entirely blame her though. "Tell Katie I'm sorry. I know we always planned for this together, but plans change."

"_Everyone's plans but your own apparently."_

"Goodbye, mom. I'll call you once I get settled in."

"_Excuse me for not holding my breath."_

* * *

Charlotte blinked her heavy eyes open and tried to focus her vision in spite of the bright lights glaring down at her. No matter how many times she blinked, she could not seem to clear the haze from her eyes.

Garbled voices surrounded her. _"… waking up." _The voices came to her as if she was listening from under water. Slowly the voices became clearer in her mind.

"Should I prepare the sedative?"

"No. It's too late now. We're ready. Move on to the next phase."

"Yes, sir. Prepare the serum! Bring in the machine!" the voice called out and voices and footsteps echoed around her. She could see shapes moving in her periphery, and above her shadows passed over the light. "Should we set up a drip? Since she's awake?"

Charlotte had a pretty good idea of what kind of drip he was asking about. She wanted to know what was going on, why she couldn't remember how she got there. She tried to sit up, but found resistance. She tried to raise her arm, but felt pressure on her bicep and forearm. She started to panic.

"No, it won't matter once it's over. Begin the infusion."

More shadows passed over her head. Something was moving towards her. She felt more pressure on her body – all over her body. The pressure turned into piercing pain, then into a burning agony coursing through her body. She couldn't feel herself screaming, but she could hear it. She passed out to the sound of her screaming and the searing pain.

* * *

A loud beeping sounded in Steve Roger's ears and he reached for his motorcycle helmet, feeling around for the button. "Rogers," he responded as he pressed the button for the bluetooth in his helmet. He couldn't help but shake his head at this new piece of technology he had been equipped with when he set out to find Bucky and the remnants of Hydra.

"_Steve this is Natasha. I found more on that lab in Atlanta. I'm sending the information to your phone."_

"Good. I should be there soon."

"_Steve. This lab is still active, and probably heavily defended. Should I send for backup?"_

"I've got this handled, Natasha."

"_Steve, this isn't some remote abandoned—"_ Natasha was cut off when Steve reached for the button on his helmet and hung up. He felt bad about it, but he didn't have the time. He was entering the city limits of Atlanta and he wasn't going to wait any longer.

He pulled over at a gas station and pulled out his phone. He scrolled through the information provided by Natasha, and he couldn't help but wonder how she'd managed to get this much information – down to the address and codes. He was certain she had managed to 'interrogate' a captured senator or lobbyist in D.C. His phone buzzed in his hand and part of the screen lit up with a notification of a message from the Black Widow. He pressed his thumb to the notification and the screen switched to his messages.

**Don't be a fool and rush in. This isn't an empty bunker with buried information. This is a fully active lab.**

Steve noticed an additional bubble under her message with three dots in it. It reminded him of old comics. He waited for Natasha to finish her message before responding. It took some time for her message to come through. When it finally did, he was surprised by its brevity.

**They're experimenting with the serum.**

Steve wasn't sure what Natasha's goal was with that information, but all it did was increase his urgency. Whether Bucky was there or even involved, he couldn't let Hydra experiment on anyone else. They mutilated Erskine's work and did more than create super soldiers. They stripped people of their identities, conditioned them psychologically to fit their profile, instead of searching for the proper candidate. Erskine believed that free will and honor create the perfect soldier. All of the enhancements just made them harder to beat.

What Zola did to Bucky went against human nature, stripping away everything that made him human. Everything became the mission. All logic was free from emotion or judgment. He couldn't let another super soldier or assassin wander loose on the world, but part of him hoped to prevent another person losing their humanity like Bucky did.

* * *

Charlotte rolled across the ground and coiled her legs. When her tumble hit a full rotation, she sprung back up and kept running while an automated turret shot more bullets into the wall behind her. She rounded the room and approached the turret at full speed. When she came within distance she jumped forward and grabbed the gun mounted to the ceiling and yanked it down. She dropped it to the ground and in her brief respite noted the lack of burning and fatigue in her once weak lungs. She didn't dwell on it long however. Ever since she woke up in this room, it had been a non-stop battle for survival and she knew that the next round was about to begin.


	2. Chapter 2

Steve Rogers, dressed in a crisp black business suit, walked into the glass high rise in downtown Atlanta and approached the security desk. The receptionist automatically handed him a tablet with a form asking for his name and purpose for his visit. He placed the tablet on the high counter and tapped the box next to the field titled 'Name' and a keyboard popped up on the bottom of the screen. He double checked his phone for the contact name that Natasha supplied him with and then typed in 'Forest Eims' with his two index fingers. For the next field, he typed in a lengthier response.

"D.C. office R&D inspection"

He tapped send and returned the tablet to the receptionist. The security guard looked up from his computer and held out his hand. "May I see your request form?"

Steve smiled sheepishly and pulled out his phone. "I hope an electronic form will do. I left my copy at home." He opened the file Natasha sent him and handed it to the guard. He hoped Natasha's instructions were sound as the guard scrutinized him. The man scrolled through the form and handed him his phone.

He hunched over and typed furiously on his keyboard and below the counter a machine whirred to life. The man bent down and grabbed him his newly printed I.D. card. "Take the far right elevator around the corner. You should know what to do from there."

"Thanks." Steve took the card and left the desk. He approached the elevator and noticed no call buttons, but a black box. He pressed his card up to it and watched a green light flicker and the elevator ding, its doors opening. He stepped inside and pressed B4, repeating the process with another I.D. scan before the doors shut and the elevator dropped quickly towards the basement levels.

* * *

Charlotte rammed her shoulder into the stomach of the last man and heaved him up over her shoulder. His back hit the ground hard and she could hear a small whimper beneath his black visor. She turned back to the door they came in and noticed it was ajar. She quickly approached and stuck her body halfway into the threshold, scanning the room beyond. The room was circular with a table in the center. Black nylon straps dangled down from the table and a spotlight that looked like an overgrown dentist's lamp hovered overhead from a tall ceiling. Black windows covered the upper half of the room. Several other doors dotted the room, but the large double-doors caught her eye.

She b-lined for the doors, skirting around the table when the black windows lit up revealing a viewing room and several men and women looking down at her. A man in a white lab coat clapped his hands, the sound reaching her through speakers in the ceiling.

"Well done, Miss Wallace. Well done." He turned to a lanky, blonde woman wearing a black jacket with what looked like an eagle embroidered on her chest. "What do you think? Did she pass all your tests?"

The woman kept her gaze on Charlotte the entire time and scrutinized her. "Yes. Finish the rest of the tests and we'll move on to the next phase."

The man turned to another, younger man also clad in white. "Finish the tests and terminate the experiment."

"Yes, sir," replied the man softly and left her view.

His elder turned back towards Charlotte, looking down upon her. "You have performed admirably and given us all we needed. Thank you. Your services will no longer be required." He gestured to someone behind them and she heard a hissing sound surround her. Charlotte could feel the pressure changing in the room and a strange smell filled her nostrils. She had imagined gas would have poured into the room in a white smoke, like in movies, but this gas was clear and working fast. Her mind became hazy while she lurched for the double doors. She rammed her body into the doors, but they did not budge. She pressed against the bars, but even though they gave, the doors did not swing open. She took a few steps back and rammed her shoulder into the door again. She stepped back and examined the door.

She noticed a metal rod stuck into the ground on the other side of the door. She began kicking at the base of the door violently while her mind continued to blur and her vision glaze over. She could feel the door giving with each kick and finally heard a loud crack as the bolt gave and the bottom of the door pitched outwards. Charlotte leaned back to place a kick towards the center of the door, but her balance gave out and she fell backwards, blacking out as she hit the ground.

* * *

When the doors opened, Steve slipped into the hall with a wary glance in both directions. He was the first successful super soldier and the most recent target for a HYDRA infested S.H.I.E.L.D. He didn't want to take any chances of someone recognizing him. He made his way down the white halls, trying to understand why people always made these labs feel like hospitals, as if that made what they were doing any better.

He heard a loud banging echo down the hall and he moved towards it quickly, but quietly. He cracked open the solid metal door that the sound was coming from and turned his head to listen. He could hear the murmuring voices of people talking softly and the banging continue, but now he could hear a soft voice accompany the banging. He dared open the door wider and noticed a circular room with windows peering down into what he assumed was some sort of lab. Far across the room, men and women looked down into the room with interest. Finally the banging concluded with a soft thud.

"She almost made it out," came a male voice.

A woman chuckled in response. "I'll take that as a good sign."

"We'll begin the process as soon as we have confirmed the psychological conditioning."

"No," replied the woman, with a dangerous edge to her voice. "We do this now. We don't need the conditioning for my transformation. HYDRA already knows of my loyalty."

"Very well, ma'am. We will begin in a few hours."

"Good," said the woman, turning and heading for the door. Steve leaned back and pulled it shut softly. He still heard her command as she approached. "Tell Dr. Simmons to continue with the conditioning tests though. I want my army compliant." She reached the door and opened it slightly. Steve was already hidden in another nearby room, the door slightly open, light playing across his dark face in a small sliver. She leaned back into the room, closing it slightly again. "I want them more compliant than the girl. Find her limits, and once he figures out how to improve it, kill her."

He heard acquiescence from the men in the room as the young woman stepped out into the hall. She stood at about five-four and her form was incredibly slender. Beneath her S.H.I.E.L.D. jacket, he could see her midriff and her spine poking through the thin, pale skin of her back. This woman looked frail and weak, but her spirit was cruel and ruthless. He couldn't let her become a super soldier, or let HYDRA convert innocents into an army of Winter Soldiers. The chaos they would sow would be unimaginable. He pulled out his phone and messaged Natasha.

**I****'****m in. They are planning on creating an army just like Bucky, starting soon with a HYDRA operative. I****'****m going to stop it. If you****'****ve got reinforcements coming, now would be a good time.**

Steve pocketed his phone and headed back out into the hall, tailing some lab coats that just left the viewing room.

* * *

Charlotte woke up to another bright light. Her vision cleared much sooner and she looked around the room. She was held down again by black nylon straps against her wrists, arms, chest, stomach, legs, and ankles.

"I'm sorry about this, Charlotte," said a familiar voice. Charlotte turned her head to look at the lanky ginger with square black glasses. The only unfamiliar thing about him was the lab coat.

"Mark? Weren't you at orientation?" she asked, imagining him in his sleek black suit and royal blue tie. "What are you doing here? What happened at orientation?"

"It wasn't orientation. During your internship you had passed several personality profiles and so they offered you a job to bring you out here. Orientation was the last test."

Charlotte thought back to the orientation and all the questions about scenarios and how she would react in a global market and overseas situations. "You brought me here to… to do this to me? Why?"

"Personally? Science. I've always dreamed of making people better, fixing them. I discovered here that not only can I cure pretty much any disease or handicap, I can also perfect the human body. I chose you because I thought you'd be the perfect candidate. You had ambition, a strong-will, and just the right amount of weakness to prove my theories right. You did amazing," he offered with a sad smile.

"They're going to kill me, aren't they?"

"I didn't know they planned to implant mental triggers. I chose you because I thought you'd be mentally strong enough to go through this, but when they discovered that half of the triggers didn't work, they were done with you. I'm so sorry. If I'd known, I wouldn't have chosen you."

"Wait, half? So you still managed to mind-fuck me?" she asked in increasing hysteria.

"Some of the stronger mental triggers towards aggression and apathy did work out, but the ones that would directly affect your decision making didn't work at all. You are a loaded weapon that they couldn't aim," he added bitterly. "Again, I'm so sorry. I didn't know what they were planning, I was only given a small piece of the puzzle. I wasn't allowed to see the big picture." He slipped his hand into hers and squeezed it. His gaze drifted off somewhere above her head. His face looked grim. "They will come for you soon. You most likely only have fifteen minutes left," he said, walking out.

Charlotte lifted her head to look down at her hand. Her fingers gripped around the cold slender metal and she grinned down at the scalpel.

* * *

Steve Rogers tailed the scientists to a room requiring another ID entry. He slipped into another side room as he watched them enter. As the door swung slowly closed, Steve darted out of the room and caught the door before it closed and slipped in. The lab was filled with computers, machinery, and vials of green liquid. The scientists slipped through another door and disappeared.

Steve wandered over to the computers and tapped the spacebar on the keyboard a few times. The screen lit up and a white box asking for log-in information swam in the midst of a dark blue background with the S.H.I.E.L.D. logo in the center. He sighed wishing Natasha were here. He knew she'd be able to hack the system. He wanted to destroy the formula but he wasn't sure destroying the computer was enough. He'd heard enough to pick up on 'redundant servers' and 'backups.' This wasn't the 40s anymore, and he was sorely out of his depth.

"Captain America."

Steve turned to find the older scientist who he assumed was in charge based on the way he conversed with the blonde woman before. His salt and pepper hair was slicked back and his square glasses reflected the glare of the fluorescent lights. He was flanked by several well-armed guards and he was without his shield. He was fast and strong, but he wasn't bulletproof.

Steve raised his hands above his head. "You got me, Doctor."

The doctor nodded to one of the guards and the man approached Steve cautiously and dug through his pockets. He pulled out Steve's phone and gave it back to the doctor. The doctor tried to check his communications, but finding it locked instead he threw it to the ground and smashed it. "You came alone?" he asked, pulling out his tablet and reviewing the security footage. "Mr. Eims?"

Steve shrugged. "You're messing with things you shouldn't be. I didn't want to wait."

"And when will your companions get here?"

"Sir?"

"Don't think me stupid to actually believe you came alone. They're either on their way or already here. How long do we have?"

"I'm afraid I really can't answer that."

The doctor turned his head slightly but didn't take his eyes off Steve. "We must move up our schedule. Notify Ms. Reed." A guard nodded and left the room. "Please escort Mr. Rogers to confinement."

Steve kept his arms raised while two guards approached and one remained watching him, semi-automatic still trained on him. A guard pulled down his arms and held them behind his back while the other wrapped two zip-ties snugly around his wrists. They led him out of the room and back down the white halls. They approached a heavy steel door with a key coded entry and turning Steve around, punched in the code and the door slid open. They pushed Steve inside and slid the door shut quickly. Steve could hear several bars slide into place.

He sighed and sat on the bench on the far side of the room. He hoped Natasha would arrive quickly, and with those reinforcements. He knew he couldn't take this lab down on his own, and if he had tried he would have surely messed it up somehow and the formula would be again lost in the hands of the enemy.

He sat thinking about Bucky and D.C. for several minutes. He desperately wished that the old Bucky Barnes that he knew was still buried deep inside the deadly assassin. He didn't like the idea of Bucky out there and alone, trying to figure out who and what he was. Mentally he was unstable, but with his abilities, he was also a live wire, slowly burning.

Steve stood up when he heard shuffling echoing into the room. He looked up at the small round vent in the ceiling. A smirk played around his lips and he shouted up to the ceiling. "I would have thought you could be quieter than that Natasha."

The vent cover fell to the floor with a loud bang and he was somewhat surprised to see a bare foot sticking out. The foot disappeared and he had to do a double take at the brown hair coming from the vent. A young woman's head popped out looking at him upside down. Her straight hair swaying into the room. "Who's Natasha?"

"Not you apparently," he said looking on in surprise.

"Nope. So you wouldn't happen to be the big bad Captain America I've been hearing about are you?"

"I seem to be at a disadvantage here. Who are you?" He asked, knowing this couldn't be Ms. Reed as the ruthless young woman had blonde hair and a much smaller stature.

The brunette thought about how to answer for several moments. "Let's just say we both seem to be in the same position."

"I wouldn't be too sure about that. I'm locked in here and you seem to be quite free."

The woman laughed harshly. "Roaming around in the vents isn't exactly free. What do you say, Cap? Wanna stage a jail break?"

"Why would you help me?"

"I'm actually hoping that you could help me."

"How do I know I can trust you?"

"You can't unless you trust in my inherent need for survival," she said turning her head and moving her hair aside to reveal scarring at the back of her neck and leading up to the base of her skull. "I became a lab rat and not entirely by choice. I just want to get out of here."

Realization dawned on Steve. "You're the woman from the viewing room."

"Yep," she said, popping the 'p' sound. "So you up for it, mon capitaine."

"I'm afraid you will have to break me out first. I can't really fit in there."

The woman sighed loudly. "Fine, hold on. Don't go anywhere."

He shot her a withering look and she smirked before disappearing back into the vent. Steve waited patiently for her to return. He began to wonder if she had been caught herself. She was supposedly an experiment, but she did not appear as altered as he was when he had undergone the change. Maybe HYDRA's formula still wasn't working out as they'd hoped.

His thoughts diverted from their course as he heard several bangs on the large steel door and a muffled command, "Punch it in, or next time I take your helmet off before I try to 'persuade' you again." After several seconds, he heard the bars pull back into the door and it slid open revealing the brunette standing on the other side, holding a guard by the scruff of his collar. She smiled widely at him before ramming the guard into the threshold, knocking him unconscious.

"Let's get our Shawshank on," she said stepping aside.

Steve Rogers stepped out from his cell and joined her in the hall. "Shawshank?" he asked, knowing he was missing another cultural reference. He was just glad Tony wasn't here to rub it in.

The woman shot him an incredulous look. "Shawshank Redemption? Come on, it's a classic! How could you not have seen it?"

"I've been asleep for 70 years. There's a lot I've missed out on," he said somewhat irritated. He just wanted to stop being reminded of the years left behind, the years he lost.

The woman looked startled. "So it's true. You are _the_ Captain America aren't you? So you really are like me."

Steve nodded and took a moment to assess her on her statement. She stood at an average height, though still considered tall for a woman at five-ten. She possessed a lean, but muscular build. The results were not the same. He was not sure how she appeared before, but she did not exude a sudden strength evidenced by large muscles as he had. She seemed to have filled out in an entirely different manner. He could clearly see her biceps in her torn and dirty t-shirt, but her form was still considerably slender.

"I'm not entirely certain on the similarities, but I hope you're up to testing it. Think you can keep up?"

The woman frowned. "Judging by the changing in shifts, I would say that I've been more or less awake for the past thirty-six hours and during that time, I have been shot at, attacked, tasered, near drowned, and _gassed_. I think I can hold my own just fine."

Steve was taken aback. He certainly did not have to go through those types of testing. He suddenly felt sorry for the woman. After all, she didn't choose this life. "I'm sorry. Let's get you out of here, ma'am."

She cringed. "No 'ma'am'ing me. Names Charlotte, but you can call me Charlie."

"And you can call me Steve." He held out his hand with a smile.

Charlotte smiled and took his hand firmly. "They don't know that you or I have escaped yet," she said, letting go of his hand and heading down the hall. "If we hurry we can just waltz on out of here."

"Ma'am, wait." Steve reached out and grabbed her arm. Charlie spun on her heel -eyes and face blank - and grabbed his wrist in one hand and his fingers with the other twisting his grip away from her arm and towards his back. Steve grabbed onto her arm with his other hand, now just trying to pull her out of placing him in a hold. She let go of his fingers and deflected his hand before he could grab her, but Steve managed to pull his wrist free from her other hand and tried to make a grab at her again. Instincts took over and he fought with her, the two trying to make a grab at other and deflect the other's advances at high speeds.

Steve finally managed to get ahold of one of her arms tightly and block her jab towards his neck. "Charlie! Stop!" The woman stopped with a jolt, shocked. "I don't want to fight you," he said, straining against the outstretched fingers still pressing in towards his neck.

Charlotte relaxed and took a step back. Steve slowly released his grip from her arm, watching the white shape of his fingers on her skin turn pink before blending back in to her natural skin tone. She took a deep breath. "I'm sorry, I don't know why I did that. You grabbed me and I just... Instincts kicked in, I guess."

Steve rubbed his wrist and fingers. "Some instincts you got there. Look, I came here to stop them from using the formula and to find information on a friend. I can't leave yet."

Charlotte sighed. "Alright, we'll do it your way. Not like I can leave without you."

Steve had to resist the urge to tell her to just go since this wasn't her fight, but he knew he couldn't. She had been injected with the serum - that much was obvious to him now - and S.H.I.E.L.D. would want to get their hands on her. It was also all a little too convenient that when he gets captured she just happened to show up and break him out. He was still trying to get a read on this girl.

"You wouldn't happen to know your way around here?"

"Not even a bit. I had to sneak into the vents when they came after me. I've basically been climbing around looking for an opportunity when I heard your stand off with the good doctor that gassed me. From that point, I figured I'd come find you. I think I know of someone who can help us though."

* * *

Mark Simmons had managed to get away from the procedure lab while everyone was preoccupied with the injection with Lauren Reed. He hurried to his office and kicked his chair away from the desk. He leaned over his keyboard, logged onto his computer and waited for it to come to life. He turned to his file cabinet and tore folders from the hanging files, stuffing them into his messenger bag. He took a thumb drive from his pocket and stared at it for a few moments before plugging it into the USB port on the front of his desktop tower. He dragged several files over onto the thumb drive then opened another folder on the drive. He copied it to the network folder before opening an executable file from the folder. He stepped back from his computer, dragged his messenger bag off his desk and made his way for the elevator.

* * *

Charlotte knew that if she could find Mark, he'd help her. There was no denying the utter guilt in his eyes when he looked down upon her and told her that they were going to kill her. She could see the supplication in his gaze just begging her to forgive him. There was no mistaking it. He screwed up and she could use it to her advantage.

"So where are we going?" she asked as Steve led the way. He had tried to lead her onwards by grabbing her hand, but he thought better on it and waved her forward. She thought he made a wise choice, too. Not even she could know what to expect from her own body lately. She didn't know what had happened, just that she was not expecting his hand to grasp her arm from behind her. After that her mind just went blank. There were no questions, no fears, no doubts, just her next move in taking down the man in front of her. She didn't know why or how she had stopped, and that scared her even more. It was like a jump-start to her brain and all those blocked emotions came flooding back in. The first emotion being fear of her own body and it's changes.

"Well, you don't know where your friend's office is, so I figure the best place to start is the lab."

"Where you got caught?" she asked, a little incredulous.

"Well, I don't fancy just wandering around opening random doors,do you?"

"I guess not..." she mumbled. "Can't we just track down a guard and make him tell us where to go?"

Steve turned his head to the side as he walked on. She could see his eyebrow raise in his profile. "'Make him tell us?'"

"Yeah, you know... The special kind of 'persuasion.'"

Steve shook his head. "These are S.H.I.E.L.D. trained HYDRA agents. I doubt you'd get lucky on your brand of 'persuasion' twice," he replied, referring to her method to free him.

"Fine," she sighed dramatically, snapping her fingers and clapping them together in her hands rhythmically as she always did when she was nervous or deep in thought. She did not, however recall ever doing that as she moved at a brisk pace. She started to take note of her physical condition. She was walking at a pace she had taken many times when racing between classes fit into her jam packed schedule. By the time she would reach her next class, she would be breathless and in the spring months, regrettably sweaty. Now she noticed that her breathing came slowly and deeply as if she were out on a leisurely stroll.

She began to wonder what else had changed. She reached up and rubbed her eye, a horrible habit she formed to adjust her contacts. "Huh," she said out loud.

"What is it?" asked Steve, turning to look at her again.

"My contacts are gone and I didn't even notice, which is odd since I'm legally blind in one eye."

"Did they ever tell you what they actually did to you?" he asked slowing down to walk beside her.

Charlotte shrugged. "Not really, but I picked up on a lot. I couldn't really see what it was they did to me, but whatever it was, it hurt and then burned - a lot. Then I woke up in a white room. My body was a little sore, but it felt like a good sore, like the day after an intense workout. Before I could really begin to understand what was going on, a man what I thought was S.W.A.T. gear came into the room, looked at me for a moment, then attacked. That was the beginning of what I assumed were tests. I'd either be attacked by a person or some automated thing or assaulted by sounds or images."

"They injected you with a serum that altered your physical attributes. I'm not exactly sure what the effects are on you. HYDRA seems to be experimenting with the outcomes. What were you like before?"

"Before? Well I had wicked asthma and astigmatism. That much I know has changed. I haven't really noticed much else," she replied with a shrug.

"Really? No physical changes?"

"Well, I don't know if you noticed, but this place sort of lacks in the way of mirrors. I mean I've noticed my arms are more muscular which is cool, but I can't tell what else."

"Oh... I'm sorry, I'm still having trouble wrapping my head around them doing this to someone without any knowledge of the program or effects."

"It's not like I signed up for some sleep study. I was kidnapped."

"I'm sorry."

"Why do you keep apologizing to me? It's not like you're the one who lied to me, led me out here, drugged me, and turned me into some freak show."

"I might as well have. I thought HYDRA was gone for good and here they were the whole time, operating right under our noses."

"So the rumors are true? All that shit that went down in D.C. That was some rogue organization?"

Steve sighed. "No point in hiding it from you. You've been dragged into this whole mess, so yeah. S.H.I.E.L.D. was like Homeland Security except with all the weird stuff included. A splinter faction imbedded itself into S.H.I.E.L.D. since it's creation and what S.H.I.E.L.D. set out to do, HYDRA sought to undo."

"So S.H.I.E.L.D. is gone now?"

Steve shook his head, but was hesitant to answer. "No, but I can't tell you much more until we figure this whole mess out." He didn't trust her. Charlotte supposed she couldn't really blame him though, what with the random assault in the middle of the hallway.

The lights flickered for a few moments before the fluorescent lights hummed to life again. "What was that?" she whispered.

Steve had stopped and was looking up at the ceiling. "I'm hoping that's reinforcements."

They hurried on towards the lab and stopped in front of the door with a keycard entry barring their way. Steve ran his fingers along the metal doorframe. "What do you think? Can we hack it? Want me to climb in the vents and let you in from the other side?"

Steve wrapped his hand around the handle and yanked on the door hard, hearing the groan and snap of the metal as he forced it open.

"Or you could do that," she said in awe. She examined the ruined and twisted metal as she passed through the threshold. "Can I do that too? Please, tell me I can do that too."

"Natasha?" asked Steve at the same time the redhead spun around and asked "Who's that?"

Two leather clad figures stood in the lab before them. The redhead, whom she assumed was Natasha, approached with her hand noticeably hovering over her holstered gun. "This is Charlotte," Steve explained. "She was kidnapped by HYDRA."

Natasha narrowed her eyes at Charlotte. "Why would they do that?" she asked, though her eyes communicated that she already knew the answer.

"They used the serum on her."

"Why would they use the serum on kidnapped people?" asked Natasha's companion, a man in black and purple leather.

"They've been experimenting on the serum." Charlotte didn't miss the grimace sweep across their faces. "So you brought Barton with you. Anyone else?"

Natasha turned to her companion. "He was helping me sweep D.C. We took a quinjet over, but someone else decided to fly solo and meet us here. He's not happy with you."

Steve winced and looked around. "Where is he?"

"Who?"

"Me," replied a young African American man, walking through another door on the other side of the lab.

"Sam-"

"We were supposed to chase down leads together. Why did you ditch me in Baltimore?"

"Bucky is dangerous, but he's also confused. I know he pulled me out of the river. I want to give him a second chance, but I was worried-"

"You were worried I might not?" he finished, pain lacing his eyes and knitting his eyebrows together. "Come on, man."

"I'm sorry, Sam. Right now, though we have other worries to consider."

"Like the recent addition to your exclusive little club," reminded Barton, turning the attention back on Charlotte.

"We have to take her back," concluded Natasha.

"I know," replied Steve, looking at her with sad eyes.

"Do we even know we can trust her?" asked Sam. "Steve turned out okay, but look at Bucky."

"She will be held safe until we can find the answer to that," replied Natasha at the same time as Steve's protest.

"That was years of brainwashing and conditioning! They couldn't have done that to her in two days!"

"If she's even an unwilling subject," argued Barton. The group continued to argue about her. They questioned her stability and her loyalty. They questioned everything, except her.

"Can you please stop talking about me like I'm not here?" she shouted over the four arguing. "Look, I know I can't make you trust me, but at the end of the day, I just want this fucking nightmare to end and get the hell out of here. That is _not _happening standing around here arguing. If you want me to go with you and let you run more tests, fine! Just promise me you won't test me like they did," she said, getting quieter as she finished.

"We don't even know what they did to you," said Natasha, motioning to the computer she was standing next to. "After the lights started flickering, the computers went haywire."

"That's what I was coming back to tell you," added Sam. "The security feeds cut out."

Barton pulled something off his back and with a swift jerk of his arm, it expanded into a tactical bow. "Do you think HYDRA is cleaning house?"

Sam shook his head. "Last I saw on the feeds, they were gathered in a lab getting ready to inject some woman."

"Another victim?" asked Barton, eying Charlotte again.

Steve shook his head. "No, she's HYDRA. I heard them planning to begin changing HYDRA agents starting with her."

Natasha raised an eyebrow, but the rest of her face remained stoic. "An army of super soldiers?"

"Yeah," replied Steve. "I don't like the sound of that either."

"Okay so army of freaks and building shutting down. Got it. Can we just blow this place the hell up and get out of here now?" interrupted Charlotte.

Sam shrugged. "Can't argue with that."

Natasha turned back to the computer and plunked around on the keyboard before sighing and ripping a drive out of a USB port and smashing it on the floor. "It's gotta be a virus in the system. This building is completely networked. Whoever did this was able to destroy the data, but before we could get ahold of it." She turned to Charlotte. "You're all we've got to figure out HYDRA's experiments."

"You're not turning her into a lab rat again," argued Steve, moving towards Charlotte.

"How else are we going to figure out what they're doing with the serum? This could even help us figure out how to help Bucky."

Steve sighed and turned to Charlotte with an anguished expression. "I'm sorry."

"It's okay," whispered Charlotte. "Maybe they can even fix me," she added, hopeful.

Steve looked at her for a few moments, sadness still swimming in his eyes. He shook his head and opened his mouth to speak, but Natasha spoke up first.

"Here, Cap. You're going to need this." The redhead picked a large object off the desk and flung it at Steve. He caught it and latched the red, white, and blue shield onto his arm. "Sam," she ordered, walking over to Charlotte. "Take her out of here. I'll let the others know you're coming." Natasha pulled a cylinder from her wrist and slammed it onto Charlotte's neck. She felt a quick sting pierce her skin. The effects were immediate. Even though she felt the urge to fight this woman, she stood there instead, swaying.

"Ow!"

"Hey! What was that for?" shouted Steve.

"Like I said earlier, we have to know that we can trust her."

"And how can she trust us?"

The two argued as Charlotte collapsed into arms that hoisted her up and carried her away as a heavy blackness seeped across her mind, blotting out all consciousness.


	3. Chapter 3

**A/N: Just a few more chapters left until the exposition is complete and we begin digging into the story. I hope I did the characters justice. If you haven't noticed, this takes place after Winter Soldier and Agents of SHIELD finale. I just love the Marvel franchise and so many stories and movies successfully exist in the same universe.**

***UPDATE* I forgot to add in the breaks to show the switches in POV. Some of you may have been able to follow anyway, but i fixed it. Sorry!**

Charlotte woke with a start. The last thing she remembered was being punched in the throat by a red headed friend of Captain America. She wondered quite angrily what kind of person would actually do that when she began to remember passing out into the arms of another friend of the Captain.

She lifted her head from the pillow and glanced around. Her vision was a little hazy and she instinctually pressed her finger to the bridge of her nose to adjust her glasses. She felt odd when her finger touched skin. Her eyes slowly cleared along with the haze fogging her mind. She lifted herself from the cot that groaned under her weight and looked around. She wondered for a moment if her mind was still groggy and playing tricks on her. She was surrounded by four, smooth concrete walls. The floor to ceiling concrete slabs were about four feet wide with a small crease in between each slab. She got up to examine the creases. The floor was cold beneath her bare feet. She looked down at herself. She still wore the light blue scrub pants they had outfitted her in at the lab and her torn maroon t-shirt. She continued on to the walls of the room. There seemed to be no breaks in the creases between the grey slabs which was odd, because that would mean she was completely surrounded by four walls with no doors or windows.

She returned to the cot and sat, resting her back against the wall. It didn't surprise her that she woke up in a cell. She was some nobody who just happened to show up at the right time with super abilities? Not even Captain America trusted her. She just hoped that she could somehow prove her innocence so they could focus more on fixing her than expecting a knife in the back. She was trying to be reasonable about this, but she was also fully prepared for this to go sideways, fast. She had played over the potential conversations in her mind. Some of her renditions included mostly adult, mature conversation, and some contained more volume and profanity. The outcomes ranged the spectrum between being allowed to go home and being ushered into an early grave. Charlotte didn't like that last option. Her body had become some science experiment and if she was deemed too dangerous to be allowed to live, she was sure these people were more than capable of ensuring that she was never found either. She could just imagine her mother's heartbreak at her disappearance.

Charlotte's stomach took an unexpected twist. Her mother. She wondered if her mother has even realized she's gone missing. Charlotte didn't even know how long she was gone. There were several moments she recalled waking from a drug-filled stupor before finding the heavy curtain of sleep close down on her again. If she was missing long enough, her mother would have to have known something happened. After their spat before graduation, Charlotte had reconciled with her mother, stopping home for a visit before heading off to Atlanta. She had promised to call her mom and let her know how things went by the weekend. Surely her mother would grow anxious when the call never came. When she had been just a day late in calling during college, her mother would call her back incessantly and go as far as calling her building's front desk or the RA. She just hoped that this last incident wasn't the last straw. She needed her mother's paranoid panic attack to be a potential out in her dealings with these people. She needed to be important to _someone_. You couldn't just kill someone like that then, right?

Charlotte hit her head against the wall with a soft thud, and groaned at her own naïveté. Of course they could. A hissing sound drew her attention to the opposite wall. One of the concrete slabs pulled back into the wall and shifted to the sound. It didn't sound like the grating of stone on stone, but more like a well-oiled hydraulic door. On the other side of the door, a man in a crisp black suit waited. He strode into the room with a brushed steel chair and set it down. The door shifted back into position again as the man took a seat in the chair. He crossed his leg over the other and rested a file on his knee, opening it.

"Greetings, Miss Wallace."

"You know who I am?" she asked, sitting up on her cot. She pulled her hands into her lap, picking at the skin around her thumbnail.

The man nodded. "We looked up as much information as we could when you got here," he said picking up a glossy piece of paper from the file and holding it close to his face. He looked from her to the paper a few times before speaking. "Though I have to admit, you have changed a little since this was taken," he said turning the picture around to show her a printout of her most recent Facebook profile picture.

"Have I really changed that much?"

"You haven't noticed?" he asked, genuinely surprised.

"I mean, a little, yeah. I was able to run and fight for my life without feeling like my lungs were freezing and burning at the same time. Though it did, admittedly take me a while to realize I wasn't wearing glasses anymore. Then of course there was the muscle tone to my arms and legs, but as you can probably guess, that lab wasn't one for having a ton of mirrors about so... Yeah."

The man nodded. "Well perhaps we can arrange one for you soon." Charlotte let out a sigh and leaned her head back. Offering her a mirror to see her changed form was a good sign. "Something I said?"

Charlotte leaned back up to see the man staring at her strangely. "Sorry. It's just that I've been sitting here playing out all the ways this conversation could have gone and I was starting to think it wouldn't end well."

"Well, that still depends entirely on you."

"Look, I'm not some spy with anything to hide. I don't even know what happened to _me_, and I want to find out just as much as you do. I am willing to cooperate with you as long as you promise me that I will eventually go home and you won't turn me into some freaky science experiment or try to kill me just to test my limits. 'Cause let me tell you," she said leaning back again. "I am so over that shit."

"I really can't offer you any promises, but I am fully prepared to trust you. We did a lot of digging on you when you showed up. You would be a pretty elaborate HYRDA plant." He flipped through several pages in his folder. "School records, doctors appointments, school awards, pictures from your mother's Shutterfly account. Nothing is private anymore. Hell, even Facebook attaches your location to all of your posts. I cannot imagine HYDRA going through all that trouble to create a past including all the extensive persuading it took to get you to even intern with their front company in the first place. Not your first choice?" She knew he was now flipping through all the letters sent from Emitt & Co.

Charlotte let out an ungraceful snort. "I did my research. They were a small-time company with failing stocks, and they were desperately seeking out interns? With everything I learned in my courses, those rang huge alarm bells."

"What was it that made you finally eager to go, then? Was it the guarantee for a job with the huge signing bonus?"

Charlotte shrugged and pouted her lips in an affirmative. "Should have been another red flag."

"Yes well, you know what they say about youth and mistakes."

"But will I survive these?" she asked, pointing her eyes downward to peer at him from her position against the wall.

"Again, it's all up to you, Miss Wallace, but I can say with all sincerity that I hope you do."

Charlotte sat up again and leaned forward. "Tell me what to do."

The man smiled at her and uncrossed his legs. He leaned forward as well. "Your identity couldn't have been faked. Enough digging will always pull up inconsistencies and we certainly did a lot of digging. We do, however, need to ascertain the danger you may potentially pose to yourself and others before we can decide what to do from there."

"And if I pass all your tests? I can go home?" She was digging. She had brought it up a couple times and she did not miss his subtle avoidance or redirection.

The man let out a sigh. "I think you already know the answer to that. There is no cure for what happened to you, because it's not an illness. It _was _the cure. It's also so much more than that too. _You've_ become much more."

"What if I don't want to be?" Charlotte wasn't Captain America. She didn't ask for this. She had plans. She had dreams. Becoming a 'super' wasn't one of them.

"Sometimes the best of us never do." Something told Charlotte that this man was just chalk full of insightful one liners.

"So if I can't go home, than what do I have to look forward to?"

"That's something you'll need to find on your own." The man closed the file and stood up. "Someone will come collect you for your physical in a few minutes." The door was already opening and he was quickly gone.

Charlotte looked down at her hands. It was difficult to accept that her old life was over. The worst of it was that she knew it hadn't truly hit yet. She just sat there waiting for the other shoe to drop, just wishing to get it over with, but she felt like she was stuck in limbo now. She wondered if she could make the best of it, maybe become more accepting like the man believed she could. But what do they really want from her? Do they want her to fight for them? Spy for them? She was none of those things.

The hydraulics hissed again, making Charlotte look up. She smiled.

"Thought you could use a familiar face."

* * *

Tony Stark stepped out of the elevator onto one of the newly remodeled floors for S.H.I.E.L.D. and the Avengers - for whenever they decided to drop in. It seemed that, lately, wherever S.H.I.E.L.D. attempted to set roots, someone or other uproots them. He was pretty sure himself that this last time was permanent what with Nick Fury's death and Maria Hill's own version of the 'walk of shame' when she came to him for a job and protection. What he wasn't expecting was a certain dead agent to come waltzing in one day with a plan to rebuild S.H.I.E.L.D. and then disappear again after installing a few agents and security measures on the premises.

He had heard about Steve's discovery in Atlanta, and he wasn't all that surprised that they decided to bring her to the tower, but he _was_ surprised that S.H.I.E.L.D.'s new director had come to speak with her himself. In his tower. Without him knowing of his arrival. He knew the man was busy, what with the rebuilding a super secret spy organization and all, but he led them all to believe that he was dead for over a year and when the big reveal came, he just disappeared again without a word or explanation. That one in particular stung.

He caught sight of the man himself in his dapper threads round a corner and he quickened his step to catch up with him, cradling his tablet into his side as he did so. "Evening, Agent, or can't I call you that anymore? What do you go by nowadays? Director? Do I call you Director now?"

"I do have a first name, Tony," he replied, still continuing on his path.

"Right. What was it again? Lazarus? Gandalf? Oh! Harry Potter!" he exclaimed, jumping in front of him while snapping his fingers just before pointing at him.

Coulson stopped and sighed. "I get it, you're upset you didn't know that I was alive."

"Not just that you've been alive, but that you were actually _brought back_." He was silent for a few moments, weighing his next words. "We fought for you, you know. In New York. We fought _hard_ because of what Loki did to you."

Coulson was actually taken by surprise by Stark's sudden sincerity. "Careful, Tony. You're getting all sentimental on me," he said with a smirk.

Tony shook himself out of his current state and shrugged. "Yeah. I do that lately."

"Really?" he asked as if the two were holding any normal conversation.

"Yeah."

"How's that working out for you?"

Tony shrugged again, pulling a bag of pretzels from his pocket and popping one into his mouth. "It's a change I've been working on. You know less, well 'me' and more... You know, you would know if you'd have bothered to call." Coulson sighed and continued walking. "Or an email!" he called after him. Tony stayed back a moment before jumping into a jog to catch up.

Coulson stopped at a door and opened it. He stayed in the doorway and held it open for Tony to join him in the room. The room was more like a small closet with the only discernible feature being the two-way mirror looking in on what would look like an everyday examination room at a doctor's office. There was already a man in the room typing away at a computer and arranging items on a tray covered with a sterile blue cloth. The entrance to the room stood on the opposite wall as theirs, leading into a different hall.

The door in the room opened and a dressed down Steve Rogers held the door open. "After you, ma'am."

A brunette walked into the room with a grumble. "I thought we agreed you'd stop calling me that."

"Sorry. Old habits die..." He trailed off, both men in the room watching the woman in her reflection in the two-way mirror. Tony had to suppress a shiver at the feeling of being watched - which he knew was impossible, but the woman just stared right at him. "Ma'am- Sorry. Charlie. Is everything all right?"

"Ho-ly shit..." She muttered stepping closer. She leaned into the class and Tony had to step aside, the discomfort of her gaze matching directly with his being too much. Coulson flipped open the folder in his arms and pulled out a picture. He handed it to him. In it was a brunette with a round, heart-shaped face. She looked like she could have been this woman's sister, but he knew it wasn't. The woman poked and pulled at her cheekbones which had become much more pronounced as her cheeks had thinned out. She ran her hands smoothly over her straight nose and full lips. "It's like my face shrank in some areas and filled out in others..." She stood back up straight and turned slightly to the side. "Jesus! My face wasn't alone!"

Coulson failed to suppress a chuckle as she ran her hands down her hips and rear end, then back up her stomach to her breasts. Her hands cupped them from beneath as she continued to turn from side to side. "She's enjoying this a little too much," he muttered, shaking his head, but the amused glint never left his eyes.

"He'll, I'm enjoying this a little too much," added Tony. Then he broke out in a short chuckle that sounded more like a snort. "I can't tell if Spangles is loving this or hating this." The two men's gazes turned to Steve whose cheeks were bright pink as he tried to keep his eyes off the mirror.

The woman pulled her short sleeve further up onto her shoulder and she flexed her arm. She ran her fingers across the grooves in her arm left by toned, but not quite bulging muscles. She ran her hands across her stomach again, then pulled at the hem, lifting her shirt to her diaphragm. Her stomach was flat with small hints of muscle tone, but the planes of her stomach were mostly smooth. "Cap! Quick! Get a quarter!"

Steve looked up at the sudden order, a little confused and uncomfortable. "What? Why?"

She turned with a huge grin on her face. "'Cause you could _bounce_ it off these abs!" she exclaimed, pointing at her stomach with her free hand.

Not even Steve could deny the excitement in the room and he smiled at her, shaking his head. "It might hurt if I did it."

Tony gasped behind the mirror. "Spangles makes a joke? I'm surprised he could think through all that 'noble' discomfort."

"The Captain always had a sense of humor," mumbled Coulson, a little defensively.

"What do you know? It looks like _some_ things actually don't die." Stark turned to Coulson's stoic face. "Too soon?"

"This your first time seeing yourself since the change?" asked the doctor with a smile.

The woman turned towards the doctor, releasing her shirt and letting it fall to her waist. "Yeah," she replied softly. "It's a nice surprise considering everything I went through."

"Why don't you tell me about it?" he asked, motioning her over towards the scale. She complied and stepped on, turning her back against the scale, facing the mirror again.

The doctor checked her height and weight and wrote the numbers down while she talked. "The company just seemed so normal. It wasn't supposed to be a big successful company based on my research, but when I got there it took my breath away. I just had to be a part of it so I worked my ass off in my last semester and I _thought_ if paid off when they offered me a job. I didn't even think twice about skipping graduation and moving to the other side of the country. I was just so excited, I didn't even think twice about the odd orientation interview."

"Odd? How so?" he asked, walking over to the middle of the room and patting the dark blue upholstered top of the examination table.

She followed and hopped up with ease. He pulled out his stethoscope and placed the buds in his ears and blew on the other end. "They asked me about traveling and my knowledge of other cultures and languages. Which seemed fine, but then they asked those 'What would you do?' questions that got a little weird," she continued while he checked her heart beat. "Like, 'What would you do if you were visiting another company and they began to treat you with hostility?' They stressed the importance of the deal so I told them I'd stick it out and get to the bottom of the problem to make the deal. Sounds good right? Their follow up questions though... I just thought they were really aggressive in business, not some veiled personality profile for espionage or whatever it is that tickled their fancy."

"Deep breath in," he ordered and she obeyed. He repeated the order a few times, moving the stethoscope to new areas on her back. "Interesting," he said walking over to the cabinets, digging around.

"What is it?"

"Your medical file said you had moderate asthma, yes?"

"Yeah, it hit me during physical activity and certain seasons of the year."

"And you've noticed a change in the ease of which you could perform physical activities, correct?" he asked, pulling out a plastic device that looked like a large, clear kazoo. He handed it to her and instructed her to take a deep breath and blow into as hard as she could. She did as he asked and handed it back to him. "Very nice. We'll need to do some more testing, but it seems that your lungs have become quite strong. Can you verify the rest of your medical history, please?"

"Yeah. Asthma, astigmatism, acid reflux, migraines, endometriosis, and a few past cases of melanoma."

The doctor looked up from his file. "Really?" He flipped back through the pages of her medical history. "Were any malignant?"

"One was," she replied softly.

"How recent was this last incident? How were you treated?"

"About 6 months ago. They were all surgically removed. With the most recent though, the one that came back malignant, I had to take Roferon."

The doctor kept flipping through her records. "The cancer isn't in your medical history."

"I discovered it in college when my roommate, a nursing student was studying cancer in biology and noticed the strange shape of a mole on my shoulder blade. I went through the clinic and they referred me from there. The clinic didn't keep electronic records since they were so small and mostly referred students to the hospital nearby on severe cases. I don't know why that information isn't included in my medical history."

"Did Hydra know of your condition?"

She nodded. "I had to take several sick days to take care of the last one. They were really understanding about it. That's another reason why I was so stoked to work for them." She was silent as the doctor moved to the desk and sat on a low stool, adding this information into his computer. She took a deep breath before asking him a question. "This serum, this _cure_ as that guy put it. Could it keep the melanoma from coming back?"

The doctor spun to face her with a thoughtful expression. "Unfortunately _our_ data on the subject is limited to you and our friend here," he said motioned to Steve. "Only time will tell." He stood up and approached her. "Your body has gone through extreme changes. I'd like to take you off your previous medications and monitor you to mark the changes." He pulled out a syringe and the woman jerked away from him. The doctor stepped back with his hands up, the syringe stuck between two fingers.

Steve uncrossed his arms and pushed himself up off the wall he was leaning on. "She doesn't like to be taken by surprise," he explained, stepping closer. "Trust me." Tony wondered if she kicked his ass. He kind of hoped she did. Then again, he wished she didn't. Not yet at least. Not when there was no video evidence.

"I'm sorry, Charlotte. May I take some blood samples?" Tony made a quick mental note of the name, connecting it to the name Steve had called her earlier.

Charlotte, or Charlie, nodded slowly and spread her arm out across her knee. The doctor approached her slowly and wiped her arm down before pressing the needle into her skin. He switched out several vials before finally removing the needle. "Now, you should go get something to eat, and about an hour after that, I want you to take a stress test to check up on your asthma and test your endurance."

Charlie nodded, but quickly added, "Now when you say stress test... You mean the conventional running and exercise and not the 'oh god, oh god, I'm gonna die' stress test, right?"

The doctor looked at her with a concerned expression. "Is that what they did to you?"

Charlotte shrugged. "They weren't really concerned about whether I lived or not. They just wanted to see how far they could push me before I died apparently."

The doctor shook his head. "And they hated being called Nazis... Well, I won't be doing that to you. I am a licensed doctor and I take my oaths very serious. Thank you Miss Wallace," he said patting her knee and letting her slide off the table. "Mr. Rogers would you please escort Miss Wallace to get a meal in her before her next test."

Steve nodded and held the door open again. "Sure thing, doc."

As soon as the door closed the doctor turned to the mirror and stared through the glass. "She shows all the same signs of regeneration and strengthening that Mr. Rogers experienced. Further examinations will determine the effectiveness of Hydra's serum, but so far it appears to have been a successful match to Rogers' transformation. Physically she is in perfect health, but I do worry about her mental state. She had little to no preparation or knowledge like Rogers had and that may cause some psychological trauma, added onto the conditions of her treatment afterwards. I suggest a psych eval and several follow-up counseling sessions. I am also ordering an MRI to examine the extent of their tests that caused the scaring at the back of her neck."

Coulson pressed the button next to the glass. "Thank you, Doctor Allred. Keep me posted." The man nodded and left the room. Coulson turned to Stark. "What do you think?"

"Are you sure you can trust her?"

"We did an extensive background check. Her identity isn't falsified."

"Doesn't have to be. How do you know that she wasn't converted during her internship?"

"Sometimes you just have to trust, and keep an incredibly close watch, of course."

Stark turned fully to face Coulson. "Please don't tell me this isn't another lost puppy situation?" Coulson responded with a withering look. "I read up on your recent outing at Cybertek with Garrett."

"That was classified at the highest levels."

Stark made a face that crossed between being offended and blowing off his comment. "I found out you were _alive. _ Of course I hacked S.H.I.E.L.D.'s new database and did some digging." Coulson turned to leave. Stark grabbed his arm and waited for him to turn back to face him. "How do you know she won't be another Ward?"

"Stark," warned Coulson. "Don't."

"No, you don't. You think a little digging can clear her? Yeah her identity wasn't faked, but neither was Agent Ward's. She just happens to appear at the lab to _rescue_ Steve from confinement? Then all the data on the serum and their tests gets _erased_? You really aren't questioning it?"

Coulson ripped his arm from Stark's grasp. "Of course I'm questioning it!" He took Tony's tablet from him and pulled up security footage of the woman's cell just before Coulson entered. She sat in the room with her head resting against the wall. Coulson enhanced the image to zoom into her face. "Look at her eyes. That is pure terror. You can't mask that, you can't fake that. Ward was one of S.H.I.E.L.D.'s best agents, trained for years. Are you telling me that a few months interning with a front company could turn her into that good of a liar? S.H.I.E.L.D. is not a spy agency. Our default can't be mistrust. Our main directive is to protect. How can we do that if we don't trust anyone? You're right. We know nothing about her, but the fact is that she will never be normal again. Her only options are to become a part of S.H.I.E.L.D. or become our enemy. You of all people should be least judging of the girl."

Stark was taken by surprise. "Me of all people? Why me?"

"You didn't ask to be kidnapped and it changed you. You were volatile, self-centered and narcissistic. You think S.H.I.E.L.D. wasn't nearby the whole time watching you and just waiting for you to cross that thin line to being a villain- and let's face it Tony, out of everyone on this team, you had the shortest step to take."

"Seriously? You thought I'd become a bad guy? One of the first things I did was take out a terrorist cell, and with _no _innocent casualties I might add!"

Coulson shook his head. "Out of anger and revenge. You did it for yourself. Then you told the public you were Iron Man instead of hiding it. What was that for if not for yourself?"

"Okay and what about Manhattan? Tell me how what I did that day was ultimately self-serving. I know you did the research, you watched the vids." Tony's voice was low and had a dangerous edge. This was just too much. He knew he wasn't one for friends, but after everything they went through together, he'd considered Phil to be pretty close to one. It killed him when he died. In just the span of a few weeks, he finds out that he's actually been alive and hiding it from the team, and now he was telling him how he thought he'd take that step and become a villain?

Coulson smiled at Tony now. "That was when you became a true hero. One that any of the Avengers would be proud to serve with. Do you think all of that could have happened if we never gave you a chance?"

Tony sighed deeply, but put his mask on again and snacked on more pretzels. "Fine, but if this goes sideways it's on you." He turned to leave, but stopped. "And don't think I won't have Jarvis tracking her every movement and sound while she is in _my _tower."

"I expected no less."

* * *

Hunger never registered in Charlotte's mind since waking up that first time as a changed woman. Now that she stood in the middle of an elaborate kitchen that looks like it belongs in a restaurant and not some - well she wasn't even sure where she was anymore - but as she stood looking at all the food available to her she realized she was _starving_. Her stomach loudly agreed. She suddenly felt like she was in one of those moods where you're so hungry you could eat anything but you don't know what to make and it just seems like too much work. She finally settled on a sandwich, if it could have even been called that when she was done with the double-decker, extra meat, extra veggie sandwich. She took the first bite and moaned blissfully at how good it tasted. She felt like she hadn't eaten in days. She put down her sandwich and grabbed the water bottle. Water tasted even better.

She heard Steve chuckle and she opened her eyes, realizing she had closed them in bliss. "You seem to be taking this much better now."

Charlotte put the water bottle down and picked a piece of bread off her sandwich and popped it into her mouth. She shrugged. "I don't think it's fully hit me yet. I'm not even sure of the full consequences. The whole Hydra prisoner thing sucked, but that's over now, thank God, and I mean I can certainly appreciate the changes. I'm just trying to focus on the good before my situation finally hits home."

"That doesn't sound like a good way to live - just waiting for something bad to happen."

Charlotte shrugged again. "I've grown used to not getting my hopes up."

"You mean the cancer?"

She nodded. "At first, everything was okay - routine, you know? Well as routine as melanoma scares can be. All my previous biopsies came back benign, so I took that as a sign to start taking better care of myself. I was doing a really good job too, and then suddenly a little guy pops up here," she said pulling at her collar and revealing a faded, almost invisible scar under her collarbone. "I was careful about it. Went to the doctor and we took pictures and watched it closely. When we realized it was growing we took action fast. I did everything right and was not prepared to find out I had cancer. It's scary. You can get rid of it, but then you are constantly second guessing its return for the rest of your life. I just got used to expecting the worst." She laughed harshly. "You know I'd almost forgotten all about it when I got offered that job. I was so stupid. Seems like my bad luck is here to stay."

Steve listened patiently, looking on with a sad expression. Charlotte thought it oozed pity. She was starting to hate it. "Was it really bad luck though? You were cured of all your old weaknesses and Hydra wasn't able to kill you. It seems to me like you luck was looking out for you, bringing us together at the perfect time."

"I guess so," she said slowly. "Not going to stop me from expecting the worst. Not yet anyway. I mean, I don't even know what you guys plan to do with me. How do I know that you guys won't just kill me anyway or lock me up forever?"

Steve shook his head. "We wouldn't do that."

Charlotte turned her most patronizing stare on him. "I'm sure _you_ wouldn't do that," she corrected. "Just like you wouldn't drug me without warning by punching my in the neck with some automatic syringe."

"We might not always see eye to eye on our methods, but our mission remains the same. We protect the world from dangers they aren't ready to handle."

"What if I become one of those dangers?" she asked softly.

Steve looked agonized now. "The serum doesn't change who you are. You decide what you become and what you will do with your abilities. I don't think you're the type of person to become someone dangerous."

"You don't even know me."

"I'm taking it on faith," he said with a smile.

About an hour and a half later, Charlotte was standing straddling a treadmill with several wires attached to her head and chest, listening to the instructions from a technician. Finally, he started the machine and she set her feet on the belt. She increased the speed and worked herself into a jog. She was already passed the threshold in which she would have begun wheezing and collapsing.

"How's that pace?" asked the technician.

"Feels good. Easy."

"Okay, let's see if you can hold a conversation while running. Tell me about your favorite movie."

"Easy. _Fifth Element._"

She heard the technician gasp. "Love that movie!"

"Right?! Milla was amazing. I just loved how she came off so innocent to everyone and every time they underestimated her she proved to them just how wrong they were."

"But she was innocent," argued the technician. "She had to learn about human history and was so devastated by humanity's capacity for war."

Charlotte shook her head and continued as the technician increased her pace. "Of course she didn't understand our history. She was a weapon and locked up in a casket for centuries. Everyone kept trying to protect her, but she was still the ultimate weapon."

"Did you forget about Plavalaguna? She warned Korben that Leeloo still needed to be protected. She wasn't invincible and she was almost killed on Fhloston." The technician reached over and increased the incline.

"I'm not saying she couldn't have done it alone, but you can't deny the ass kicking she gave throughout the entire film."

The technician nodded and wrote on her clipboard. "Think you can go faster?" she asked.

Charlotte nodded and changed the speed again. She was shocked at first see where it was set and realized she had been running full-on for the last couple of minutes. She sped it up all the way, but she felt that she still had more in her. The treadmill automatically timed out after 45 minutes and as it came to a slow stop the technician whistled. "Looks like Captain America has a new running buddy."

Charlotte felt elated. She was in a physical condition that was utterly impossible for her before. She had lost weight, toned out, and even gained 5 inches to her height. All that could never have happened without the serum. She was starting to believe that maybe she could fit into this new world she woke up into. She was finally cleared of all the electrodes. The man from earlier approached her as she stepped off the treadmill.

"How were your tests?" he asked with a genuine smile.

Charlotte returned it. "So far so good. I've gotta admit, I am starting to lean more towards optimism."

"That's good," he said walking with her - more like leading her - out the doors and through the halls. "There's still much to do. There's a lot we can learn from you if you're willing to help us."

Charlotte nodded. "I want to find out too."

The man stopped in the middle of a familiar hallway and the wall shifted to the sound of hydraulics. Charlotte gave an _I should have known_ chuckle. The man shrugged. "Everything will work itself out in time. Until then..."

"I know. You still don't know if I'm a danger or not."

"I appreciate your understanding, Miss Wallace," he said as she stepped back into her 'room.'

"It's Charlie."

The man smiled and nodded and as the door slid closed he responded, "And I'm Phil."

As the door closed and sealed shut, she looked around her concrete cell with a sigh. Her pessimism knocked her back down a few rungs. Today had been a good day, but she was still a prisoner until they could find out exactly what she was. She just wished they believed that she was just as desperate to find out.

* * *

The destruction of the high rise in Atlanta had sent the city into a panic. Several blocks were cordoned off while the FBI investigated the wreckage. If they had set the perimeter just a few blocks further, they might have noticed an odd pair emerging from a service entrance to an abandoned building. A tall blonde woman covered in dirt and ash carried a bespectacled man in a lab coat with messy salt and pepper hair. She had a hard look to her face as she wandered out towards the street from an alley. She looked down at the crowd that speculated outside the barricades set up by Atlanta police. No one seemed to notice her or her companion as a black SUV drove up to the side of the road. A man in a black suit emerged and opened the door for her. She set the unconscious man down in the seat and then got into the front passenger seat, and then they were gone as if they had never been there.


	4. Chapter 4

**A/N: thanks for all the favorites and follows! I hope you all are enjoying it! Let me know your thoughts or criticisms. I'd love to make this story better with your input. This chapter gets into a lot of physical description and science terminology. Let me know if I've made any mistakes! I hope you enjoy!**

When the man came at Charlotte she turned her shoulder into the oncoming body rushing her. She grabbed his arm with both hands, turned her body away from him, and flung him over her shoulder. He hit the ground with a loud thud and a squeak jittering up his ribcage and out of his mouth. The man squirmed a little beneath her before opening his eyes and looking up at her. "How much combat training did you have again?" he asked, slowly getting to his feet.

"None, why?"

Her instructor shook his head while stretching out his arm. "Either you're lying or you've got one hell of a learning curve. I just taught you that move. What do you not understand about 'slow and steady' or 'practice'?"

"I was practicing just like you showed me," she replied defensively.

"Do you even do 50%? Hell, even 80%?"

"I was!"

"At ease, agent," called Rogers, walking into the training room and pushing past a few of the agents who had gathered to watch, one of them being a familiar face. The two nodded to each other as he passed. He stood before them with a genuine smile on his face. "It can be hard at first, figuring out your own strength and how to pull back. She probably hasn't even figured out her limits yet. It's hard to pull back to 50 when you don't even know what 100 is."

The instructor stepped back into the crowd. "Then by all means, you take over."

"It would be my pleasure." He stepped into position on the mat, bending his knees slightly. "You could use some good practice. Put your new body through its paces."

The familiar man spoke up then with a smirk. "You best watch yourself, Captain. She just might kick your ass too." Steve turned to grin at the man and Charlotte finally placed him. It was one of the agents from the lab. Sam. He was the one who carried her out after the Black Widow sedated her. "20 says she puts you on the floor."

Steve stood straight and turned to his friend. She could see him struggling against the grin spreading across his face. He walked over to him and shook his hand. "Deal." As Captain Rogers returned to his place on the mat, Charlotte wasn't sure how she felt about that deal. No one had included her input on it and while it was flattering that they all thought she'd do well, she also didn't know how she felt about the Captain's certainty. He stood, bouncing on his heels, knees bent and stretching him arms out. Still he had that stupid grin on his face. Charlotte really wanted to win Sam that $20.

"You ready?" he asked, nodding to her.

Charlotte took a defensive stance, getting ready for him to come at her. She nodded. Steve took a slow step forward, well slow for him anyway. She could tell with the way he was moving he was giving her a chance - testing the waters. He came at her quickly, but with enough time for her to side-step him. As she did she spun and placed one hand on his shoulder to keep him from reaching for her and with her other she rammed her palm into his shoulder blade hard, pushing him away. Steve stumbled a few paces, but he remained on his feet.

He turned to her with a slightly alarmed expression, but he quickly shook it off and replaced it with an approving smirk. "Those instincts kicking in again, Charlie?" he asked, taking up a stance again opposite her. He shifted lightly on his feet towards her right, so she moved to the left, crossing one leg over the other.

"Perhaps. Maybe I just wanted to wipe that smug look off your face."

Steve grinned despite the chuckles and a chorus of 'Ooooohs'. "It'll be nice to have a challenge for once. If you can keep up," he said, jumping further to her right and dashing forward. Charlotte knew she didn't have time to move, so she prepared herself to deflect his attack with her arms and rotate her body to use his momentum against him.

She wasn't prepared for him to feint to the left, so when she began to brace her right, he collided with her hard and her blocks were useless against his force. She imagined the force in which he hit her mirrored that of being hit with a car as her breath escaped her lungs completely and she saw the florescent lights flash overhead. She had completely lost a sense of which way was up and which way was down. When she hit the ground, she finally got her bearings again. Steve's visage replaced the glare from the lights as he looked down on her with a concerned look. She didn't miss the excitement brimming behind his eyes though.

He offered her a hand and she ignored it, deciding to try out a new move. She placed her hands above her head and planted them into the floor. She rolled her body up towards her head and then used the built up momentum to launch herself forward, using her hands to guide her into a standing position. She didn't miss the impressed looks and whistles from those in the crowd, nor did she miss the similar look on Steve's face. Hell, she was impressed with herself. She had seen the move done on television and movies and always wanted to try it. She just couldn't believe she could do it so successfully on her first try. Maybe the instructor was onto something with that 'learning curve' thing. She started to wonder what else she could do.

"Looks like I won," Steve said, turning to Sam who was looking rather disappointed.

"Not exactly, Mr. Rogers," countered Charlotte, stretching out her neck, feeling the relief at the pops easing through her neck and shoulders. She turned a challenging glance on him. "The terms of the deal stated that _you_ would get knocked on your ass not me, and I'm not done with you yet."

Steve looked back to Sam who now wore a triumphant smirk. "You heard the lady, go!"

Steve returned to his position across the mat and took up a stance again. This time he looked like a skilled fighter from a martial arts movie. His goofy grin was completely gone and his eyes looked determined. "I was holding back before. I hope you were too, Charlie."

Charlotte didn't let his attempt to intimidate phase her. She still desperately wanted to knock him down. She was still sleeping in a concrete cell, feeling like every move was being watched. She needed the approval from all these agents watching. She wanted Steve and Phil's approval. She wanted them to be impressed and find her valuable, not something to lock away or worse. "Just give me some time, I'm sure I can surprise you."

* * *

Phil Coulson joined Tony Stark, Dr. Banner, and Dr. Yates in a small room with several monitors replaying images of brain scans, security footage, and other tests. Several pictures and still-frames also littered the room. "What have you guys got for me?"

Dr. Yates spoke up first, flipping through papers on her clipboard. "Her evaluation went surprisingly well, but that can either be a good sign or a bad sign. First of all, her psych eval showed better results than most agents. Unless she has an advanced degree in psychology I don't believe she could have faked it that well."

Tony let out another snort. "Doesn't prove a thing. HYDRA actually _believes_ in what they do. Proving she's not a psychopath doesn't prove she isn't the enemy."

Dr. Yates sent him a withering look. "Her results were more glowing than most, Stark. Romanov is overly dedicated to her job and can be blindly loyal. Barton is guilt-ridden and constantly second-guessing himself since the invasion, and he masks that guilt with awkward humor. Even Captain America continues to suffer from an inferiority complex from his past. Banner had crippling anxiety and anger management issues - no offense," she said turning to him.

Banner just shrugged and nodded. "I know. At least I'm working on it."

Yates smiled at him. "And doing really well, I might add. Then there's you," she said turning on Tony. "You're a textbook case of narcissism and now add onto that PTSD, and don't even get me started on Thor. Can you say god complex?"

Tony piped in. "Well technically he's a god, so..." he replied smugly.

Yates stared very pointedly at him. "With a major case of arrested development. His lengthy life and adventures and pandering hasn't helped him mature over the centuries."

"Can we return to the topic at hand? I already know the evaluations on the Avengers. I want to know about this girl," he said looking at the live footage of her training with Rogers.

"She seems to be a very ambitious young woman whose goals are often tempered by a high model of ethics. In terms of S.H.I.E.L.D. she _could_ become an asset, however she may question certain tasks that would need to be performed."

"How is that helpful?" asked Tony.

"How is it helpful when Steve questions S.H.I.E.L.D.s motives? Or even you when you uncovered Phase 2? It keeps S.H.I.E.L.D. honest," answered Banner.

Coulson nodded. "We could use a little honesty these days."

"Now to the potentially problematic. Her results could mean very little in the face of the trauma she's been through. Her results may not mirror her behaviors to come or her results may have already been skewed. I'm pretty sure its the former as I believe she is currently showing classic signs of avoidance. She has been through a lot and she seems to be repressing most of it. She avoids the topic in counseling and when we do talk about it, she can only explain what happened in flashes. She seems to think she spent most of the experience in and out of consciousness, but the details she gives and her general understanding of the timeline of events tells me that she was awake for most of it and she is either refusing to talk about it or her mind has literally put blocks around the memories."

"What does this mean we should expect from her?"

"She will need to be monitored and continue through her counseling. She opens up a lot when we discuss home and events prior to the last month, so finding her some familiarity will help, and for god's sake, get her out of that cell." She turned to Tony. "I know you have security protocols that can lock her in an at least decent room. I also suggest pairing her with a sort of mentor. If you plan on adding her to the S.H.I.E.L.D. roster anytime soon, finding her a supervising officer wouldn't hurt. Get her involved and get her something familiar. Make her feel useful so that she can focus on the positive from her experience, not the bad. Now as for behaviors. We may expect some lashing out. Right now, she's trying to avoid the thought of what happened to her, but she will have to face it soon and I will be pushing her towards facing it in our sessions. That may bring up some feelings of helplessness and in order for her to feel some control, she may lash out at S.H.I.E.L.D. We are the closest she can equate to HYDRA and she will be looking for someone to blame - after putting a lot of it on herself. This will cause some self-confidence issues, some moodiness, and other uncharacteristic behaviors."

"So, we'll have another Tony on our hands," joked Bruce, looking over to him with a half-smirk.

"Excuse me, who out of those present turns into a hulking rage-tank?"

"Ok, children let's move on. What can you tell me about her tests?" interrupted Coulson, again. It was beginning to seem like old times, but he knew, deep down, that they had moved passed their differences. Though it would never stop them from nit-picking each other. He couldn't help a smile, remembering his own team, his own little dysfunctional family. The Avengers, too, were another part of his large, and growing, dysfunctional family.

Banner took his glasses out of his pocket and put them on, turning to the screens. "As you can see, the brain shows little trauma or damage as a result from HYDRA's procedures."

"But that could also be a result of the serum," added Tony.

"Yes, but some of the incisions were made before and after the change." Banner walked over to a still-frame picture of the Y-cut scar on the back on her neck. "The scarring shows signs of multiple incisions along the same scars. I also compared scars from before the change to wounds healed since then. As you are aware," he said, clicking a button and the picture changing to her collar-bone. "She suffered from melanoma and had it removed. The surgery was actually exceptional work and left a mild scar behind, but you can still see the ridges and raised edges of the scar. Now here," he clicked the button again and the screen shifted to her shoulder, "she came in with several injuries due to her escape. This one shows the puncture wound on her shoulder when she came to us." He changed the picture again. "This was yesterday."

"I don't see anything," commented Yates.

"Exactly. It seems the serum's enhanced regenerative times leaves behind little to no marks on the body after healing. To further prove my point," he changed the picture again. "Here is the pad of her right foot. The cut was deep enough that it should have laid her up for several days. This was taken yesterday." He showed them a picture of the same foot, completely healed and no mark left behind. "So the scarring created at the back of her neck was created before the change. Whatever they did to her should still show on the scans, but if they did anything to her brain afterwards, the marks may have healed, but there could be other lasting effects."

"Like what?"

Banner shrugged, taking off his glasses. "Wouldn't be able to tell unless something comes up. What concerns me is that they made the incisions before the change, but there is no physical evidence to any tampering with her brain, and if they did tamper with it, it was after the change."

"There are however, some important things to note about her brain," interjected Tony, turning to the video of her MRI. "She kept asking us questions about the procedures as we went along and Banner explained it to her in all that sciency-talk I love so much. At first, I could see the glazed look much like our Mr. Rogers when trying to comprehend, but I didn't miss this," he said fast-forwarding through the scanned images. Suddenly the brain scan flashed bright and Yates and Coulson took a step forward.

"What was that?" asked Yates, putting on her own small spectacles.

"That," explained Tony, tapping the remote against the screen, "was her brain activity when Banner explained her procedures to her. "We followed up with a few EEGs afterwards and you can see the stimulation right in the middle there," he said pointing to the chart pinned to the wall. "That was when he was explaining the science behind an EEG."

"We did a follow-up scan this morning," added Bruce.

"This time, we explained what had us interested in performing extra tests, and she seemed to understand."

Bruce nodded. "She was asking us questions I would expect out of a graduate student when viewing interesting or unusual brain scan results."

Coulson and the others watched as her brain flashed brightly during stimulating conversation. "So she's _learning_?"

Banner nodded. "Whatever they did either directly to her brain or as a result of the serum, they expanded her neuro-plasticity and maybe even the creation of new neurons and synapses."

Coulson was a little taken aback. Not only did she show some physical enhancements, she is experiencing mental enhancements. While her physical changes weren't as marked as Rogers, Steve didn't experience any mental changes other than what he learned on his own. He really didn't like the idea of HYDRA having their hands on an improved serum and they were still trying to figure out Erskine's. "So she's what? A genius?"

Again with a derisive snort from Tony. "Please. _I'm_ a genius. She's just..." he said, waving his hand at the screen dismissively, but thinking of a word. "Google. Chalk full of information easily uploaded, but not always reliable."

Banner's face actually seemed to be considering his metaphor. Yates shook her head. "Regardless, this ability could prove extremely helpful. We have to help her though. Get her out of that cell," she repeated authoritative. "And for God's sake, let her contact her family." All three men opened their mouths to interrupt, but she stopped them, holding up her hands. "I know! It's risky. She disappeared and at best, she's a missing person. At worst, she's a suspect in the FBI's investigation of the explosion in Atlanta. I know S.H.I.E.L.D. doesn't have its old pull yet, but we have to think of _some_ cover story. Do you want an agent with nothing to lose or one with something to protect? We all know which agent the old S.H.I.E.L.D. preferred. What about this new one?" she asked, turning her full gaze on Coulson.

He knew she was right, but they really were in a tough spot. Charlotte couldn't tell her mother the truth. S.H.I.E.L.D. had to protect people like her from truths they aren't ready for. He wasn't even sure that Charlotte could even contact her mother without sending up red flags with the FBI. The doctor was right about the scenario. He already checked. The FBI were looking to question her on Atlanta and where she went just before the incident happened. HYDRA's official word on Charlotte Wallace was that she did not make it through orientation and they never saw from her again. This was reported in a missing person's report by her mother two weeks prior to the event. He had to come up with a cover story for both the FBI and her mother. Convincing Charlotte to lie to the both of them however, would seem to be the most difficult struggle.

Coulson nodded slowly, taking it all in. "Thank you, Camilla," he said to the doctor. "I will take your advice into consideration. We will see what we can have done immediately." Charlotte Wallace would either prove to be a gift to S.H.I.E.L.D. or it's worst nightmare.

* * *

Charlotte and Steve exchanged blows and blocks at a fast pace. Many more agents and staff members from other floors had gathered to watch. The current pool was sitting at over five thousand dollars. The odds were slowly shifting from favoring Captain America to this new comer who packed quite a punch and seemed to match the Captain's fighting style perfectly.

Charlotte wasn't holding back, and it felt good. She could feel the raw power coursing through her and the adrenaline was working overtime. She knew Steve was stronger than her, but she seemed to have a newfound speed that matched him blow for blow, block for block. She didn't know how she did it. At first she thought she was reacting on instinct, but she started to realize that not only her body, but her mind were making decisions. She _knew_ how to fight.

At first, the match-up was rough. The Captain had knocked her down several times. Each time he always gave her the chance to give up, but she'd pick herself up and then they'd begin the next round. The last time he knocked her down, she had gotten impatient. She tried to make a sloppy move and he had merely planted one hand on her stomach, one on her back, lifted her off the ground and slammed her onto the mat. The impact had rattled her teeth and she soon realized that she had bitten her cheek hard. She got up slowly, coughing and spitting the fresh blood out onto the blue surface. His determination had cracked and he looked on her with compassion. "Come on, Charlie. We can do this another time. Don't push yourself too hard."

Charlotte wiped the blood from her lips and grinned, baring red teeth. She charged at him, registering the emotions cross his face as if it was in slow motion. First there was the compassion, then the shock, then that steel wall of determination. That had begun their current match in which Charlotte had figured out his fighting style. Now she was merely biding her time, watching for his turn to slip up. She was dead set on beating him. She felt better than she had in her whole life. She wasn't going to give up just because Captain America knocked her down a few times. He may be stronger, but she was quickly discovering that she was faster.

Steve came in with a jab to her right and she managed to block with her arm and quickly rotated her forearm and grabbed his own. He tried to pull out of her grip, but she held firm. She didn't miss the swing coming in from her left. Her free arm shot straight up and intercepted his blow. She threw her arm out to the left, sending his failed punch out away from her body. It lost him his balance momentarily, and with his other arm still occupied, Charlotte took the chance and slammed her palm up into his face.

Steve reeled back, stumbling. Her mind screamed that this was her chance. One well-placed kick to his middle and he was down, but there was blood everywhere.

"I think you broke my nose," echoed the nasally version of Captain America's voice.

Charlotte wasn't trained for this. She had gotten wrapped up in the attention and the adrenaline. She wasn't a soldier, or a spy. She wasn't a superhero. The adrenaline quickly drained from her body as soon as this realization hit her. She already knew she'd broken his nose, as soon as her palm made contact. She wasn't some scrapper out to make a name for herself. She felt that she had gone to far, regardless of the super soldier's healing ability.

"Steve, I'm sorry," she replied, walking forward slowly and reaching out a hand to provide assistance.

"I'll heal," he replied, pushing away her advance and catching her off guard.

Charlotte felt a white hot pain run through her jaw making her lips feel numb. Her defenses were down and Steve had landed a blow across her mouth. Now Charlotte stumbled back, and this time Steve seemed surprised. "What happened to all that fire and instinct?"

"I'm not a fighter, Steve! I'm not you. I'm still learning what I can do and what I've become, but that doesn't make me a soldier."

"So you saw a little blood and what? You got squeamish? You're going to have to fight to gain the upper hand or else what are you fighting for? Life isn't a game. It's not some sparring match. You did the right thing. Your instincts did the right thing."

"That isn't life! That isn't _my_ life! It shouldn't have been." Charlotte ignored the murmuring of the crowd. They milled about and spoke in hushed tones. They acted as if they weren't listening, but really they were. She really had become a freak show. Out on display for others to watch and speculate. And bet on too. Charlotte was _mad_. She didn't ask for this. She didn't want it. She ran her fingers across her numb lips, feeling a warm slickness to the texture of her otherwise chapped lips. She pulled her hand away to stare at the blood on the pads of her fingertips. This all wasn't fair. They wanted too much from her. She felt something bubbling up inside her, starting with her gut and burning up into her chest. Adrenaline rushed through her like a shot and she could see what she wanted her body to do in her head, then she went for it.

Charlotte cried out in a rage at Steve and ran at him. He braced himself for her, but after crossing half the distance between them, she jumped into a skip and threw herself into half a cartwheel. When her body reached a ninety degree angle she spun her hands to face away from him. Steve realized what was happening far too late, for her legs had draped themselves over his shoulders and her knees crushed into the sides of his neck. Charlotte pulled at her core with everything she had as she curled her body downwards towards the floor.

Steve let out a loud gasp as his back hit the floor and looked up at Charlotte sitting on his chest. The room was dead silent. "Look," he gasped out, not even addressing the fact that she had beaten him. "I know this isn't what you wanted, and you're right. It's completely unfair to have this thrust on you. But you also can't deny the gift you've been given. _You_ might not have wanted it, but there are people out there who would pay anything for what you now have. There are people out there who would _kill_ for it. Can't you just try to be one of those people who actually deserve it? You're life will never go back to the way it was, but that's just life. It goes on, it changes. Sometimes it changes in ways we didn't plan, but we have to adapt or else we'll get left behind. Give us a chance, Charlie. You might even surprise yourself."

"So..." ventured Sam, trying to break the awkwardness in the room. "Does this mean I won the bet?"

Many agents burst out grumbling and taunting as money changed hands between several parties. Charlotte looked up at the crowd. "Hey, don't I get a cut? After all your whole bet hinged on my taking a beating until I finally brought him down," she tried.

Sam looked at her with a pointed and disbelieving smirk. "You shoulda bet on yourself then," he replied before going back to counting the several twenties in his hand.

Charlotte suddenly noticed Phil coming through the crowd, pocketing a stack of his own twenties as he approached. Steve craned his neck to watch him approach. "Et tu, Phil?"

Phil Coulson shrugged and smirked down at Steve. "The kid's got spunk." He turned to Charlotte, holding out his hand. "If you wouldn't mind climbing off Captain America now, I've got something to show you." Charlotte couldn't stop the blush as she took his hand and let him pull her up. He dug a linen hankerchief from his coat pocket and handed it to her. Charlotte held it up to her throbbing lip and followed him out of the gym.

Phil led her onto an elevator and pressed a button for a higher floor. "That was impressive," he continued as they rode up. "That's a move I'd only expect from Romanov."

"Who, sir?"

"The Black Widow. You met her at the HYDRA lab."

"Oh you mean drug-first-ask-questions-later?"

Phil chuckled. "She takes her job very seriously."

"Too serious for a 'hey, we're rescuing you from one secret base to another and you're probably in shock anyway so I'm gonna put you under for our safety and yours'? Hell, even a needle to the arm would have sufficed and not some sedative in a jacked-up epipen to the throat."

"She's got a very specific skill set," he explained. "Though I assure you there were no personal feelings involved."

"Uh huh," she mumbled as the doors opened and she followed him down a new hall. "Hey where are we going? Or am I not allowed to ask that?"

Phil stopped in front of two red double doors. "I know a lot has happened and it was hard for us to trust each other at first. This is our way of taking the first step." Without him saying or doing anything, the double doors opened automatically, sliding into the walls. Inside was what looked like a hotel room from a five star resort. The entire back wall was lined with windows looking out onto what Charlotte recognized immediately as the New York skyline. On the left wall was a queen sized bed dressed in white sheets and a comforter that looked like it was about to explode with down feathers. On the other side was a sitting area complete with a small couch, two arm chairs, a desk and a tv mounted to the wall.

"What is this?" asked Charlotte, sticking her head into the room, but the rest of her body stayed at the threshold. She felt like she was intruding.

_"Welcome Miss Wallace. I hope you will find your accommodation to your liking."_

It was a disembodied voice that came from around them and Charlotte jumped. "What the hell was that?"

Phil smiled and stepped into the room. "That was JARVIS. Just A Rather Very Intelligent System," he explained. "Mr. Stark created him."

_"Please let me know if there is anything I can do for you during your stay."_

"So he's what? An AI butler?"

"Something like that. Are you coming in?"

Charlotte took a step into the room. "This is _my_ room? Why?"

"Like I said, we are taking the first step to building a trust between us, Miss Wallace. Welcome to S.H.I.E.L.D. I'm director Coulson."


End file.
